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EX-99.1 - EXHIBIT 99.1 - ARROW ELECTRONICS INCexhibit991.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported): June 1, 2017



ARROW ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)

 
NEW YORK
 
1-4482
 
11-1806155
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
                                

9201 EAST DRY CREEK ROAD, CENTENNIAL, COLORADO 80112
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (303) 824-4000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 20.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o    Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






ITEM 8.01.    Other Events.
On June 1, 2017, Arrow Electronics, Inc. (the “Company”) issued a press release announcing the commencement of a cash tender offer (the “Tender Offer”) for up to $285.0 million combined aggregate total consideration for its outstanding 7.50% Senior Debentures due 2027, 6.00% Notes due 2020, 5.125% Notes due 2021 and 3.00% Notes due 2018 (collectively, the “Notes”) in the priorities set forth therein. The Tender Offer will expire at 11:59 a.m., New York City time, on June 28, 2017, unless extended or earlier terminated.
A copy of the Company’s press release announcing the Tender Offer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase any securities. The Tender Offer is being made only pursuant to an Offer to Purchase dated June 1, 2017, which sets forth the terms and conditions of the Tender Offer. The Tender Offer is being made only in such jurisdictions as is permitted under applicable law.

ITEM 9.01.    Financial Statements and Exhibits.
(d) Exhibits         
99.1 Press Release, dated June 1, 2017.






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date: June 1, 2017
ARROW ELECTRONICS, INC.
         
         
By:     /s/ Gregory P. Tarpinian
Name:     Gregory P. Tarpinian
Title:
Senior Vice President, General Counsel, and Secretary






EXHIBIT INDEX

Exhibit     Description
  
99.1 Press Release, dated June 1, 2017.